My Little Pony: Chaos in Equestria
by Snake Staff
Summary: Chaos enters the peaceful world of Equestria. What will happen? Read and find out! Please review!
1. Chapter 1

**My Little Pony: Chaos in Equestria**

AN: Sometime you have average ideas. Sometimes you have good ideas. Sometimes you have awesome ideas. And sometimes you have ideas so weird and crazy that you just _have_ to share them. This story is that kind of idea.

…

It was a dark and stormy night. Rain poured down upon the land. Twilight Sparkle stood on the battlements of Canterlot, looking down at the horrors below.

Up the mountain path marched an army like no other. Countless ponies, branded or scarred with the eight-pointed star. The symbol she had so come of fear. The symbol of Chaos.

But the branded ponies were hardly the worst. She could see some of the ponies were grotesquely mutated, sprouting arms, extra eyes, tentacles, and countless unmentionable horrors. There were ponies in ramshackle pieces of red armor, dripping with blood and covered with organs that looked fresh. They roared feral, bloodthirsty cries. A fearsome-looking pegasus completely covered completely from head to toe in fearsome, spiked red and brass armor led them. He flew above his troops, and giant axe in hoof. Even though she couldn't see his eyes, Twilight knew they radiated with barely-contained bloodlust.

Ponies marched dressed in bizarre, gaudish clothing and armor. They had symbols that hurt the eye merely to look on painted on their flanks. Twilight had seen more than one unfortunate pony who stared too long at such symbols completely lose his sanity before mutating rapidly into a rapid and uncontrollable monster that had to be put down. They were covered with self-inflicted wounds, many of which still dripped with blood or some unknown ichor. They looked almost aroused by the idea of impeding violence. At their head was a unicorn wrapped up completely in pink armor. He seemed to be surrounded by some sick parody of an angelic aura, and wherever he passed, ponies would writhe on the ground with ecstasy as they mutated into new, hideous forms.

The most grotesque and disgusting ponies Twilight had ever seen marched as well. They were covered with countless sores and diseases. Their fur fell off in clumps, and their limbs were rotten. Their sores oozed some revolting black pus. Even from here, Twilight could smell them, and she wanted to vomit. Their obvious leader was, as the others, wrapped up in a suit of all-concealing armor. Despite its rust and the unidentifiable green stuff growing all over it, Twilight could tell it would be as difficult to pierce as the others

Scattered throughout the force were a handful of ponies with their fur dyed blue, wearing bits and pieces of blue or gold armor. They clutched staffs or swords. Their bodies dangled with fetishes, potions, and artifacts Twilight couldn't identify. Despite their small numbers, Twilight judged them a deadly threat – they were clearly potent magic users. High above the army floated the clear leader of the sorcerers. Standing on a bizarre and clearly unnatural flying, spiked disk, the figure was safely concealed in an intricate suit of blue and gold armor. He held a staff in one hoof. He looked directly at Twilight for a moment, menace in his eye. She shuddered.

Not all of the creatures below belonged to these obvious factions. There were countless mutant ponies among the bunch who looked simply mindless. Twilight pitied their fate, but steeled herself, knowing she would have to put them down. Other ponies simply had a brand or scar in the shape of the Chaos star, and carried ramshackle weapons with little apparent organization. There were many creatures so mutated and vile that Twilight simply couldn't tell what they might have been once, or even if they had ever been anything else at all.

There were thousands of them. Tens of thousands. _Hundreds_ of thousands. Twilight shook her head. She didn't know, and the rain made it impossible to count the army that marched against them, even if it had been possible in the first place.

In the center of the horde there was a litter. Carried by chained, hulking mutant ponies, it trudged forward through the rain and mud. Surrounding it were a grotesque parody of Celestia's Royal Guard – vast brutes encased in heavy black and silver armor, carrying polearms of all sorts. Despite lacking the obvious mutations or grisly trophies as the others, Twilight feared this group above all else. For if these were the only ones worthy amongst this vast and mighty horde to guard the leader, whoever he might be, then it was obvious that they could only be the most powerful warriors of the horde.

In comparison to the vast forces arrayed against them, Celestia's army looked pitifully few. A few thousand Royal Guard, and maybe ten thousand hastily drafted and trained civilians. Twilight would have felt bad about sending them to their deaths, but if they failed here they were all dead – or worse – anyway. At least, that's what she told herself every time she looked into the frightened eyes of an old stallion pulled away from his retirement or a young mare barely out of filly-hood. They had no choice. That didn't make her feel much better.

Much more comforting to Twilight was the imposing figure of Princess Celestia herself on the battlefield. Arrayed in shining golden armor patterned into beautiful flames, Celestia seemed a beacon of light in the dark hopelessness of this night. It was clear that other ponies thought the same way, as she could see notably more resolve and much less fear in the eyes of those closest to she who had ruled Equestria alone for a millennium.

Of course, Celestia was no longer the sole ruler, and neither was she the only alicorn on the battlefield. Luna, in a black suit of armor beautifully patterned with shining stars and a moon over her chest, stood at the other end of the battlements, far from her sister.

Their presence gave Twilight hope, but it also reminded her of the stakes her: if they should fail this night, all was lost. Equestria was doomed, and Chaos would reign triumphant over the planet. All she and her friends had accomplished – defeating Nightmare Moon, Discord, Chrysalis – would be for nothing.

As Twilight mused on these things, a sickly horn sounded from the enemy army. As one, they stopped in their tracks, though many still brayed with bloodlust in their eyes. At last, silence descended onto the field. The only sound came from the pitter patter of rain.

**Ponies of Canterlot!** Screamed a voice into her mind. Twilight staggered, and a quick look around showed that the others were doing so too. Only Celestia and Luna remained upright. **I will not bother with words. I will not bother asking you to surrender. I know you will not. I would not wish it. Therefore, I will simply say this: In the name of Khorne, I will slaughter you! In the name of Nurgle, I will leave your bodies of rot! In the name of Slaanesh, I will revel in your suffering! And in the name of Tzeentch**, **I WILL ALTER THE FUTURE! CHARGE!**

The horde roared their devotion to the skies, and did exactly that.

Even as what she knew to be her probable death charged her, Twilight could not help thinking about how it had come to this.

_It started so few months ago…_


	2. Chapter 2

_**Four Months Earlier…**_

It was a day just like any other. Twilight had woken up early to peruse her books, greeted and fed Owlicious, and woken up Spike.

He had, as usual, resisted. "Uhhh… five more minutes mommy. Gotta… gotta… gotta rescue…"

"Spiiiike!" said Twilight with exasperation. "It's already 6:00 in the morning! That's five minutes past your usual get-up time! And that's 8 hours of sleep, three more than dragons your age need according to my copy of _Caring for Your Dragon _by Scaleside the Slightly Crisp! And furthermore, my own metabolic studies of dragons have conclusively shown- mmhp!"

Spike had reach out of bed and grabbed her mouth. He sighed. "You know what? I'd rather just get up and get to work than spend the next hour of my life hearing you lecture me on how I get too much sleep for my species." He yawned. "Just drop it and I'll get up now. Deal?"

Twilight nodded, and he released her.

"Alright then, rise and shine! We've got a busy day ahead of us! At 6:01, breakfast!" Twilight looked at her clock and let out a small shriek.

Spike rushed to her. "What? What is it? What's wrong?"

Twilight pointed a shaking hand at the clock.

Spike looked at it nonchalantly. "The clock looks fine to me."

"Not the clock! The time! We were supposed to be eating breakfast by 6:01! And it's… it's… **6:02!**"

Twilight gave another small squeal. Spike simply looked at her, utterly deadpan. He then and wandered off to go find something to eat. Twilight, meanwhile, was frantically adjusting her schedule.

"If we take another minute to eat, we could be a minute late for the mailpony! Or, Celestia forbid, even **two minutes late**! Ok, so I've gotta make some time. But we don't have any! I scheduled everything today precisely to the minute! We don't have any time to spare! If we're late for the mailpony, I might not receive my package! Ok, so it **says** that they'll just drop it on my doorstep with no signature required, but how do I **know** that's true? And if I add in more time for the mailpony, I might be late for Rarity! But if I add time for her, I'll have to cut my reading time by a whole three minutes! And if I do that, I might miss a question on my upcoming exam! And if I do that, my A+ average is ruined! Ruined forever! What do I do! What do I do! **What do I do!**"

Spike simply munched on his Wheaties while Twilight drove herself insane over her schedule. Again.

…

After Twilight had finally managed to calm down (when she realized she could just knock 3 minutes off her sleep schedule that night to make up for lost reading), she went through her morning as normally as could be expected. She had received her package (a chemistry set piece she'd ordered), read her books, attended Rarity's spa appointment, helped Applejack mend her fence, eaten lunch, and loaned Fluttershy her book on the care and feeding of baby chimeras.

"Alright, check." She said happily, marking off her time with Fluttershy from her schedule. "Next is…" she took a look, "Trying Pinkie Pie's new cake recipe. Alright!"

Twilight trotted away from Fluttershy's cottage back into Ponyville proper. It didn't take her long at all to get to Mr. and Mrs. Cake's address, and in it, Pinkie Pie.

"Heya Twilight! What's up?" said Pinkie in her usual perky fashion the instant Twilight walked in the door. "Howya doing? Cause I'm doing great! I think I've finally got my new cake recipe down!" She bounded happily all over the room in her usual manner, blowing on a blower that she had somehow acquired from nowhere.

Twilight mentally shrugged. "_Just Pinkie being Pinkie_."

Aloud, she said. "Great! So, can I try it?"

Pinkie bounded over to her. "Of course silly! That's why I invited you over isn't it?"

"Great!" Twilight smiled, although she was less than enthusiastic – Pinkie's last try at this had contained so much sugar that she'd had to excuse herself to the little fillies room, where she'd promptly lost her lunch. "I do hope you've put a wee bit less sugar in it this time, though." She grinned nervously.

"Of course I have, silly! I remember the last one!"

Pinkie hummed cheerfully as she trotted into the kitchen, rapidly coming back with a fresh-baked cake in her hooves.

"Right here," she said, setting her new cake down on the counter. She rapidly cut a piece and handed it to Twilight. "Eat up!"

Twilight took the plate, somewhat more hesitantly than she'd intended.

"_Well, bottoms up,_"thought Twilight as she started to take a bite.

At that exact moment, there came a tremendous bang from another room. Twilight dropped the cake, startled.

"What was that?"

Pinkie shrugged. "Beats me. Hey, maybe it's someone new! I should throw them a party! But wait…"

"_Finally, a dose of common sense. You don't throw a party for someone if they're breaking into your house at the time._"

"I don't know their name! How can you throw someone a party if you don't know who they are? Ok I've done that before, but it was always more fun when I knew who I was celebrating!"

Twilight face-hoofed.

"Hey, new guy! What's your name? I need to throw you a party!" Pinkie said rather loudly as she rushed towards the source of the noise.

"No, Pinkie!" Twilight cried, but it was already too late. She struggled to get in behind the counter to follow.

Suddenly, there was a high-pitched scream. Just as suddenly, it was cut off, and there were sounds of struggle.

"Pinkie!" cried Twilight. She looked at the counter. "Ah hoof this!" She blasted the lock and door away with her magic.

"_Sorry, Mr. and Mrs. Cake, but I'm kinda in the middle of an emergency here. My friend is in trouble!_" Twilight thought as she ran towards the source of the scream.

Twilight burst into the kitchen. There stood perhaps the most unsettling pony she had ever seen. His coat was dyed a deep blue, but that wasn't what unnerved Twilight. Many ponies did that. What creeped her out was the way that the dyed coat looked somehow unnatural. Magical. But not the healthy, normal kind she used. Something clearly not normal. Looking into his coat, she could swear that she saw the ghosts of images dancing and heard the faintest of whispers.

"Mmmph!"

That snapped Twilight out of her study of this stallion's coat. Pinkie was lying on the ground, bound and gagged by some sort of multicolored energy.

"Hey!" Twilight said, shifting into a fighting stance. "You let my friend go right now!"

The stallion looked briefly down at Pinkie, then back at Twilight. "And why should I do that?"

"Because I'll beat you up if you don't! I've faced down Discord and Nightmare Moon! Whatever you are, you're nothing next to them! So let her go now!"

"Indeed? And you are so sure that you could, as you put it, 'beat me up'?"

"Well, I… errr…" Twilight had to admit that the pony's strangeness and total lack of fear was pretty unnerving. He simply smirked and raised an eyebrow. "Yes! Yes I am! Bring it on! I'm no startled victim for you to ambush! I'm Twilight Sparkle! Favorite student of Princess Celestia! Defeater of Discord and Nightmare Moon! Wielder of the Element of Magic!"

"Quite a list of accomplishments you've got there. Regardless," he brushed imaginary dust off his fur, "It matters not. I have no intention of facing you here. I'll leave that to the Blood God's brutes. I have what I came for." He nodded to Pinkie Pie. "The wielder of the Element of Laughter should make an excellent sacrifice to Lord Tzeentch."

"Blood God? Lord Tzeentch? _Sacrifice?_ What in the hay are you talking about?"

He chuckled a bit. "Oh, you'll see soon enough, Twilight Sparkle." He mockingly bowed a bit. "I bid you adieu."

"No, wait! Stop!"

"Does anyone ever actually do that?"

The stallion and Pinkie Pie vanished in a crack of blue light and the smell of burnt food.

"Pinkie Pie, NO!" Twilight fell to her knees.

Even as she began sobbing, Twilight heard a voice from outside.

"BLOOD FOR THE BLOOD GOD!"

...

AN: So, how was it? I ask that you please leave your reviews, be they positive or negative.


	3. Chapter 3

"BLOOD FOR THE BLOOD GOD!"

The shriek came in through the window. It sounded like it was coming from the street.

Her despair at being unable to save Pinkie temporarily brushed aside, Twilight looked outside the kitchen window. She gasped.

On the street were three ponies: two mares and a stallion. Their fur and manes were matted with fresh, dripping blood. Their eyes were filled with a manic glee and a bloodlust Twilight had never seen in any creature before. The stallion held an old, blood-spattered wood axe in his grip. The mares brandished a large kitchen knife and an old spear. These were slick with gore.

On the ground lay five ponies, spouting hideous injuries. They were missing limbs, or had a cracked skull, or had deep cuts in their flanks. One even had his guts spilled on the ground. Blood poured from their wounds. The only mercy was that they were already dead.

Other ponies were on the street, fleeing in panic. They screamed as they tried to run in all directions, frequently bumping into each other in their frantic attempts to escape the maniacs with the weapons.

Twilight had never seen such carnage before. Never seen ponies so brutally slain. Especially never seen it done by other ponies that would look perfectly normal without the blood, weapons, and crazed looks in their eyes. Twilight wanted to vomit.

So she did.

After she was done losing her lunch (and maybe her breakfast too), Twilight looked out again. The crazed ponies had already killed two others, but thankfully it seemed most of the rest had managed to flee the scene. There were still a few cowering near the edges of buildings.

One to the mares got on her hind legs. "Is there no one in this pathetic town who dares face the warriors of the Blood God? Is there none among you with the courage to face us, pony to pony? Are you all worthless sheep like this bunch?" She indicated the slain ponies.

Twilight felt a horrible rage building in her gut. How _dare_ they? How dare they come here? How dare they bring their mindless bloodlust, their murder, and their blood god? How dare they attack the innocent? Would they get away with it?

"_Not while I'm around!_"

Twilight burst out of the kitchen door. "Hey, you murderous bullies! I'm here! I'll challenge you! I'm Twilight Sparkle! I've defeated demons and corrupted gods! You're nothing compared to that! So leave these ponies alone and fight me!"

The three ponies turned to regard her. She stared right back at them unflinchingly.

Finally, one of the mares raised her spear. "Slaughter her in the name of Khorne!"

Twilight didn't hesitate. She hit the mare dead on with a wave of pure magical force. The pony went flying back into a brick building nearby. Her head hit the brick with a sickening crack, and she lay still, something trickling down her neck.

"_Oh, Celestia… I may have killed a pony! What have I done?_"

Twilight looked at herself. She hadn't meant to hit her that hard. Had she? Was she really that furious? Was she right to be?

Twilight had little time to ponder this, as the stallion began to scream. "Sorcery? The coward uses _sorcery_? Butcher her! Bring her skull to the skull throne!"

With that, the stallion and the remaining mare charged.

"BLOOD FOR THE BLOOD GOD!" screeched the stallion as he swung his axe at her. Twilight barely ducked under it. She felt it catch the edge of her mane before burying itself into the ground near her flank.

"SKULLS FOR THE SKULL THRONE!" screamed the mare as she stabbed at Twilight. She swung her kitchen cleaver haphazardly, but she still looked deadly.

Twilight ducked and rolled, desperately trying to get away from this crazed pair. She came up a few feet away, towards the center of the street. The stallion was struggling to remove his axe from the ground, and the mare was picking herself up from where she'd fallen after leaning too far forward in her attempt to stab Twilight.

Whatever the ponies had done, Twilight still didn't want to kill them. She wanted answers. What could possibly cause normal, peaceful ponies to suddenly start acting like this? What could she do about it? What did the stallion who had kidnaped Pinkie have to do with it? Who was "Tzeentch"? Who was "Khorne"?

So, instead of blasting them again, Twilight focused all her energy on the mare. Her eyes closed hard, and her horn glowed.

"_Go… to… sleep…_"

Twilight felt an unnatural resistance to magic from this mare. Still, she pushed hard, and eventually the mare gave out and flopped to the ground, sleeping like a baby. A blood-encrusted, crazed, ponycidal baby.

Twilight panted as she opened her eyes again. Just in time to see the stallion charging her again with his axe, a mad gleam in his eyes. He swung the axe as Twilight backpedaled as fast as her hooves could go. Still, it passed within inches of her throat.

Twilight acted purely on instinct, without conscious thought. She hit the pony in front of her with the biggest blast of solid force she could conjure. He was picked up and hurled through the air, smashing through the wall of Mr. and Mrs. Cake's store and slamming hard onto the sink. There was a hideous crack. Blood began to ooze from his back.

Twilight cautiously approached the injured stallion. "If you surrender now, I'll take you to get medical treatment. I promise I won't let you die."

He looked up at her, eyes still filled with the maniacal gleam. "Lord of skulls, accept this humble offering."

He picked up his axe with his one good hoof.

Twilight frowned. "Put that down! You're in no condition to fight me!"

He turned the head back towards himself.

"_He doesn't want to fight me!_" Twilight realized, but too late.

The stallion swung his axe hard at his own neck. Sickeningly, it went through his throat and most of his neck before lodging in his spine. He died with the same maniacal gleam in his eyes.

The sight of his almost-beheaded corpse was so disgusting that Twilight retched again, but her stomach had no more contents to void.

Twilight fled the room.

…

"BLOOD FOR THE BLOOD GOD!"

The cry echoed across the town, as dozens, or maybe even hundreds, of crazed ponies seemed to spring from nowhere, slaughtering all in their path with mismatched blades. Ponies fled in abject terror of the lunatics as they cut down everyone within reach, while chanting praises to Khorne. A few tried to resist, but almost none had as much success as Twilight. It wasn't long before they had broken into town hall and beheaded the mayor and her assistant. Fires raged out of control around Ponyville as the lunatics burned everything or simply by accident. Ponies were fleeing in every conceivable direction. Almost all were headed for the hills. Many chose to flee towards nearby Canterlot, hoping to find safety there.

…

Twilight found herself in this crowd. She had tried her best to interrogate her prisoner, but she had gotten little other than lunatic promises of slaughter overcoming Equestria, of the princesses being cast down, and of the entire world being transformed into a blood-soaked monument to the gods of Chaos, whoever they were. The prisoner would only give one name: Khorne, the Blood God. That told Twilight nothing she hadn't already guessed.

Eventually, she had left the bound prisoner in another maniac giggling fit and fled from the dozen or so Khornate ponies that were burning the neighborhood. First, she'd run desperately to her house. She had to save Spike.

When she got there, she saw it was on fire.

"SPIKE!" Twilight screamed desperately as she kicked down her door.

"T-T-Twilight?" came a small voice, hiding in what passed for a basement in her tree.

"Spike! Oh thank Celestia you're safe!" Twilight said, scooping up the small dragon as he emerged from the root system beneath the floor. She hugged him tight. "Come on, we've gotta get out of here! There doesn't seem to be an end to these lunatics! We have to get to Canterlot! The princesses will know what to do!"

Spike nodded. "Behind you all the way!"

Together, they ran out of their home of several years as it burned and collapsed.

…

Twilight was far from the only pony fleeing Ponyville for Canterlot, as she passed numerous ponies bolting as fast as their hooves could take them in that direction. Others fled towards Fillydelphia, Manehatten, smaller towns or villages, or simply the wilderness, all in search of safety.

Overhead, Twilight suddenly caught a glimpse of a very familiar blue Pegasus.

"Rainbow Dash, down here!"

At first Twilight was worried she hadn't been heard, but at last the figure turned and swooped down. Rainbow Dash tackled Twilight and hugged her tight.

"Twilight, you're ok!"

"Oof," Twilight struggled under the choking hug. "I'm alright, but do you think you could let me breathe?"

"Oh, sorry." Rainbow released her.

"Thanks!" Twilight looked at Rainbow and noticed a long gash along her flank, just behind her wings. "What happened to you?" she said, with a look of concern in her eyes.

Rainbow looked at her cut. "Oh, this? It's nothing. Not deep at all. I got it when I tried to fight off a crazed madpony from a group of children."

"So they're in Cloudsdale too?"

"Yeah. Hundreds of em. I wanted to fight, but I realized I didn't have enough power to beat them on my own, so I just helped everyone get away as best I could before I ran to check on you guys. I'm really glad I found you, by the way. I was afraid you been killed when I saw that your house burned down. Pinkie's place got burned down. Rarity's and Applejack's too. Fluttershy's house got wrecked. Gashes in the walls and floor, furniture in pieces, blood and animal bodies everywhere."

"And Fluttershy? Did you see her? Is she… is she…"

"Dead?" Rainbow shook her head. "I didn't see her body, or anypony's for that matter. Just her pets."

"And what about the others? Have you seen them?"

Rainbow shook her head. "No. You're the first one I've seen. I've looked everywhere for you guys, but all I've found is your houses."

"What are you doing now?"

"Still looking for the rest of you."

"I saw Pinkie get taken."

Rainbow grabbed her shoulders. "She's dead?"

Twilight shook her head. "Alive when last I saw her. But the pony who took her mentioned something about a sacrifice to 'Lord Tzeentch', whoever that is."

"Horse pellets!"

Twilight would have been shocked at the foul language, but Rainbow left her no time.

"Where are you going?"

"Canterlot. The princesses have to know what happened here!"

Rainbow nodded. "Good idea! I'm going to take another sweep around to see if I can find anyone else, and then I'll meet back up with you again, ok?"

"Sounds good."

"Ok then. See you soon!" Rainbow soared back into the sky

…

Several hours later, Twilight and Spike were laying underneath a tree, trying to rest, or at least catch their breath. They'd fled as fast as their feet could take them for several hours, first running, then trotting, then walking, then limping with exhaustion. Finally, they'd decided that they could take no more, and it should take the madponies hours to catch up with them, if they were trying at all.

As they sat beneath the tree, they both looked sadly at the vast column of smoke rising from their hometown.

"Look on the bright side: I'm sure the princesses know now." Spike said between heavy breaths.

"Yeah, because our home is now just a giant pile of firewood! And who knows what else those ponies will do? Or where they've gone?"

"Good point. Just trying to be optimistic here."

Twilight smiled sadly and gave him a little hug. "I appreciate the effort."

They sat in silence for a few more minutes as they worked to catch their breaths. Finally, Spike pointed upwards.

"Hey, it's Rainbow Dash!"

Twilight looked up. Sure enough, the distinctive form of the blue pegasus was visible, and slowly approaching. She was going noticeably slower than usual. Almost as if… she was guiding something? Twilight's heart leapt at the thought, and she stood up. Spike clambered to his feet a few seconds later.

They watched as Rainbow slowly approached their position. Finally, she halted in the air not far from where they were.

"Over here! They're over here!" Rainbow called.

Twilight felt a rush of relief flooding over her at that. Rainbow could only be guiding her friends to her! That meant they were ok!

A moment later, Applejack rounded the bend, Applebloom on her back.

"Applejack!"

"Twlight!"

The two embraced, almost causing an exhausted-looking Applebloom to fall off her sister's back.

Twilight's happiness turned to disappointment as she saw that there was no one following. Rainbow landed near her.

Twilight turned towards Rainbow. "You didn't find the others?"

Rainbow shook her head sadly. "I'm sorry, Twi, but there wasn't anything else I could do. I looked and looked and looked for hours, but I couldn't find heads or hooves of Fluttershy, Rarity, or Pinkie. I had to take Applejack to you."

"Was I that easy to find?"

"Yeah, you're on the straightest, most direct path to Canterlot. It's the first way a pony would think to go."

Twilight mentally cursed herself for a fool. Of course anypony would think of that. Anypony, including the psychos who wanted to kill them! But she could deal with that in a bit.

She turned to Applejack. "So… where's Granny Smith and Big Macintosh?"

Applejack's eyes filled with tears, and she burst out sobbing. Twilight backed off, unsure of what to do now that her normally tough friend was sobbing like a baby.

"They… they…" Applejack sobbed, "They killed her, Twilight. Stabbed her right in the heat." Tears poured down her face.

Twilight's face radiated sympathy. She put her hoof on Applejack's shoulder. "And Big Mac?"

"He… he went out like a hero, Twilight. He demanded that we run, and wouldn't take no for an answer. He made me run off with Applebloom. Last I saw around ten of those crazy ponies were mobbin' him. I wanted ta go back, but he made me promise…." She sobbed again.

Twilight simply patted her on the shoulder, not knowing what to say. After several minutes of tears, at last Applejack calmed down a bit.

"I know you're tired, Applejack, but we've gotta get moving. The princesses have to know every detail of what happened, as soon as possible, so that we can prevent this from happening again."

Applejack sighed. "Ah guess you're right, Twi. Lead on."

"Rainbow?"

"I'm with you too, Twi."

"Alright then! To Canterlot!"

…

AN: I'd really like some reviews for this. So please do so.


	4. Chapter 4

Rather surprisingly, the actual journey to Canterlot was fairly uneventful. Twilight was terrified the whole time that some of the lunatics who had destroyed Ponyville would pursue them here, but they seemed unwilling or unable to do so, as they ran across not a single pony wielding a blade and screaming insanely about the blood god the whole way.

After a matter of hours, the ponies and Spike arrived at the train station at the base of the mountain where Canterlot was located. It was much more crowded than usual: several thousand ponies were packed into the same small area, talking, crying, and generally making a lot of noise. As it turned out, many were in the same situation as Twilight and friends: they reported that their hometowns had been suddenly attacked and burned, though descriptions of the attackers varied significantly. Some ponies reported similar screaming maniacs as had attacked Ponyville, while others reported disgusting, rotting ponies attacking. Some reported swarms of ponies that seemed to take pleasure from being injured, or from injuring, while others reported a handful of powerful magic-users destroying their villages. Most common, however, was simply a take of friends and neighbors suddenly taking up arms against their former friends, with brands or scars of an eight-pointed star on their flanks.

At any rate, Twlight found plenty of time to discuss this, as simply waiting for a train up the mountain took longer than arriving there in the first place had. Several hours passed as they simply stood in line to get tickets for the train. And even then, the earliest they could get were for noon the next day. The train system was clearly being used in numbers far greater than those it was designed to accommodate.

Twilight and her friends had to sleep on the train station floor that night, cold and hungry. But at least they were safe here: there were dozens of Royal Guard about, doing their best to keep order. More than once, they'd had to break up near-riotous mobs of furious ponies. It seems that losing one's home and family, and then being forced to sleep in a train station, did little for one's self-control.

The next day, after starving throughout the morning (it was way too crowded to go looking for food: they might not be able to get back in time), Twilight, Rainbow Dash, Spike, Applejack, and Applebloom boarded their train up the mountain. It was as packed as the station, and there was absolutely no room to sit down. It was, by far, the worst train ride the friends had ever experienced. Thankfully, it was also quite short – the whole thing took a mere 10 minutes to reach Canterlot proper.

"_Ten minutes too long._" Thought Twilight.

But at last they reached the city proper. Canterlot, capital of Equestria, home of esteemed princesses Celestia and Luna. Many called it the greatest city in the world.

"_I'd call it the most crowded city in the world._" Twilight grumbled to herself.

Canterlot was disappointingly, if not surprisingly, almost as crowded as the station below had been. Ponies were everywhere. The lines were long. The hotels were completely booked. Anyone with friends or family here was calling them up to ask for a favor.

As a result of the massive overcrowding, tempers seemed to be flaring. Countless times, Twilight heard angry shouting, or saw the Royal Guard break up a brawl. They seemed to be deployed everywhere in the city, but even their presence only seemed to keep a lid on disturbances, not get rid of them.

"So, how were we planning on getting to see Princess Celestia or Luna again?" asked Rainbow Dash, as she flew down from where she'd been hovering. "I can see the palace, and the line there seems to be longer than anywhere else here. It'll take days! Weeks maybe!"

"Not to worry, Rainbow Dash," said Twilight confidently, "I've got a plan."

…

"Seems that wasn't such a good plan."

"Rainbow, zip it," grumbled Twilight irritably.

She had intended to personally appeal to Celestia via her status as a student. Unfortunately, the Royal Guard rejected that argument.

"Her majesty is extremely busy right now. If you wish to appeal to her, you must wait in line like every other pony here," had been the only response she'd managed to get to that line of appeal.

Next, she'd tried sending a letter via Spike, but he had burped out a response mere seconds later. At first, Twilight was excited. Then she read it:

_Dear Student,_

_I regret to inform you that, due to extreme demands recently placed on Princess Celestia's time, the Student Information Line is closed until further notice._

_-Walter E. Hooves, Assistant Secretary to Princess Celestia_

"Great," Twilight grumbled, crumpling up the paper with her magic and tossing it into a wastebasket. "Well, I'm fresh out of ideas. Anyone else got anything?"

"We could try just flying directly to her. I'm sure she'd hear us out," offered Rainbow.

Twilight shook her head. "No, in this situation, the Royal Guard would arrest us on the spot, and they might not even be able to get around to looking at our case for weeks, if all the ponies I've seen arrested since we got here are any indication."

"Uh, shoot, Twilight. Ain't yer brother the captain of the Royal Guard or somethin'? Couldn't he help?"

Twilight's face lit up. "That's it! Applejack, you're a genius!"

"Aw shucks. Ah just remembered the last time we were here."

"His wedding with Cadance."

"Yep."

"We need to talk to him! Come on, I know where he lives!"

…

Finding Shining Armor's house hadn't proved difficult. Unfortunately, it seemed he and Cadance were as busy as everyone else.

"Come on, answer the door!" yelled Rainbow Dash as she pounded on his knocker. "Why won't you answer your door!"

"Uh, Rainbow, I think he's not home. And it might not be a great idea to slam down on his knocker so hard. You might damage the door."

"Alright." She released the knocker. "So now what? Do we just wait out here until he comes home, then?"

Twilight shook her head and smiled. "Nope. No need to wait out here."

Her horn glowed, and the welcome mat lifted. "Aha, just as I thought!" Twilight lifted a key with a smile and a wink. "I know my brother. And I know that he always keeps a spare key under his doormat."

Sure enough, the key clicked effortlessly, and the door slid open.

"Ah, just as I remember it from last time," said Twilight as they stepped in, "You know, except for the whole 'evil shape-shifting monster replaces my brother's bride and hypnotizes him' thing."

Spike stretched and yawned. "It feels great to have some room again. Hey, Twilight, you know of anywhere I could get some shuteye in here?"

"Me too," yawned Rainbow.

"And me," said Applejack.

"Don't ya forget me!" piped Applebloom.

"Well, I know my brother has a guest room, but I don't quite think it's big enough for all of us… Let's just see what we can find."

…

It didn't take too long to get things settled. The Apple sisters took the double bed in the guest room. Spike took a cozy armchair in the same room. Rainbow Dash curled up on a couch in the living room. Twilight took an armchair in the same room.

"_I need to stay awake,_" she thought, over Rainbow's snoring, "_Gotta keep watch for my brother or Cadance._" Twilight yawned. "_Well, maybe it won't hurt if I rest my eyes a bit…_"

Within a minute Twilight was as sound asleep as the rest.

…

"Twiiiiilight, wake uuuup," whispered a familiar voice as a hoof gently shook her.

"Mmmmmmm… five more minutes…"

"No, Twilight, I'm afraid it's time to wakey-wakey."

"Ugggghhhh…" Twilight cracked open one eye. Hovering above her was a very familiar pink face with purple-pink-white hair. "Cadance? What're you doing here?" she asked in a sleepy haze.

"I live here, Twi. Remember?"

"Huh?" Twilight rubbed her eyes.

"It's me, Cadance. Your foalsitter? Your sister-in-law? We had an adventure together. Remember?"

"Cadance!" Twilight said happily, hopping out of the chair. She got in a familiar pose. Cadance smiled and mimicked Twilight.

_Sunshine, Sunshine,_

_Ladybugs awake!_

_Clap your hooves,_

_And do a little shake!_

Twilight and Cadance laughed together.

"_Just like old times!_" thought Twilight happily. For a moment, she was content.

"So, what brings you here?"

"_Aaaaaand there goes that moment._"

Twilight sighed. "The same as everyone else, I'd wager."

Cadance's face suddenly saddened. "Yes, that. It happened in Ponyville too?"

Twilight nodded sadly. "Maniacs. Maniacs with knives and axes and spears and all sorts of stuff. They… they… oh Cadance!" Twilight gripped her tightly as she recalled the blood, the fire, and the horror that had befallen her hometown. She sobbed.

"There there," said Cadance comfortingly, wrapping her legs around Twilight firmly, "It's alright. Go ahead and cry. I don't think bad of you."

So Twilight did. She cried and cried for all the dead, the homeless, and the traumatized. She cried for her town. She cried for Equestria. She cried for herself.

After a while, the crying subsided.

"Now then," said Cadance, releasing Twilight, "You and your friends are welcome to stay here as long as you need to. I understand what you're feeling, and I promise: I'll do everything I can to help you through this." Cadance looked briefly sad and thoughtful, as though attempting to decide whether or not now was a good time for what she had to say. Eventually, she evidently decided on yes. "So," she said gently, leaning in close. "What happened to your three other friends from the wedding – Fluttershy, Rarity, and Pinkie Pie?"

Twilight sobbed again.

Candace looked horrorstruck. "No, no! I'm sorry! It's ok! You don't have to tell me if it would hurt you!"

Twilight sniffed a bit. "We couldn't find Rarity or Fluttershy. Fluttershy's place looked broken in to, and we found the bodies of her pets, but not hers. Rarity's house was burned down. We never found her. Pinkie Pie…" she sniffed again, "Pinkie Pie was… was taken by a strange pony."

Cadace looked a bit surprised, but then leaned in closer and said, "Twilight, I hate to pry into such a personal matter, but this may be important – what do you mean by 'a strange pony'?"

"He was…" Twilight thought for a second. "He was dyed blue. But it looked _unnatural_. Weird. I could have sworn I heard whispers when I looked at it."

Cadance looked briefly shocked at that, but prodded, "Go on."

"He was highly skilled in magic. He was totally unafraid of me even after I announced who I was. He mentioned… he mentioned _sacrificing_ Pinkie to someone called 'Lord Tzeentch'. Does that name ring any bells?"

Cadance sighed heavily. "Yes, Twilight. Yes it does. I've heard a lot about that name for the past few days. I'd hoped you might be relatively ignorant, but that was stupid of me. Tzeentch is one of four of what our mysterious attackers call 'Chaos Gods'. He's called the Lord of Change, and is apparently worshiped by sorcerers and witches among the enemy. The other three Chaos Gods are Khorne, the Blood God, Slaanesh, the Dark Prince, and Nurgle, the Plaguefather. And then there are some that don't seem to claim any specific allegiance to one god at all, just to something called 'Chaos'."

"How do you know that?"

"Because I've spent my last two days in meetings with a lot of high-ranking figures on the subject of these attacks. What they haven't told me, Shining Armor has."

At the mention of her brother's name, Twilight recalled her intention in coming here.

"Uh, Cadance? Can I ask for your help?"

"Of course, Twilight."

"I need you and Shining Armor to help me get an audience with Princess Celestia. She has to hear this."

"Celestia is _very_ busy right now, as is Luna. Are you sure what you have to say is worth it?"

Twilight hesitated. _Did_ she know that? Would she just be repeating what others had already said and would say to Celestia? But, no, no one else could have known what happened to Pinkie Pie. That alone seemed significant. She didn't know much about sacrificial magic, banned as it was, but she did know that souls with connections to powerful magical artifacts like, say, the Elements of Harmony, made for good sacrifices.

Twilight nodded.

"Alright," Cadance sighed. "I trust you. We can talk to Shining Armor when he gets back and together we should be able to get you in."

"Thank you, Cadance."

They hugged.

…

AN: Can I get some reviews, please?


	5. Chapter 5

AN: Ok guys. According to , this story has gotten well over 1,000 views. How many reviews has it gotten? 4. Seriously, I need feedback. How am I supposed to improve my writing if nobody will tell me how I'm doing? It's not like I'm asking you to do anything terribly difficult. Just write one or two sentences telling me what you think. I only ask this so I can make better stories, and improve this one.

Invader Jrek: I might. Depends on the OC you have in mind. Also, do provide some way to talk with you more privately if you expect to continue this conversation.

…

After their little chat, Cadance and Twilight got to rousing the others from their slumber.

"Come on, Rainbow, it's time we wake up," said Twilight as she shook her a bit.

"Mmmm… why?"

"Cadance is here now. We should try and be good guests for her. That means we should get up and talk to her. And Shining Armor too, whenever he gets here."

"Uggggghhhhh… fine." Rainbow slowly propped herself up, yawned, stretched, and finally hopped off the sofa.

"That's better. Now for the others."

…

Twilight and a still-sleepy Rainbow walked into the guest room. Appledash and Applebloom were already on their feet, and Cadance was shaking Spike.

"Spiiiiiiike. Time to get uuuuuuup."

"Ugggghhhhh…" Spike cracked open one eye. "Do I have to?"

"I won't _make_ you, but I'd really appreciate it if you did." Cadance did an amazing impression of a pleading foal's eyes. "Pleeeeeeease."

"Awwww… alright." He yawned and hopped up. He glanced around. "Now that everybody's up, what do we do now?"

"Well, that depends. Who here feels like dinner?"

Everybody's hand (or hoof) shot up.

…

Cadance cooked as well as Twilight remembered from her youth, if not better. Everyone started to dig in.

Mid-bite, Applejack's eyes shot wide open with realization. "Uh, beggin' yer pardon Miss Cadance, but shouldn't we have waited fer yer husband to get home before we started eatin'?"

Cadance sighed and looked a little sad. "No. I'm afraid Shining Armor won't be home until much later in the night, and he'll have already eaten by then. All these horrible incidents are running him ragged. And he refuses to stop until someone forces him to. It's times like that when I remember why I fell for him in the first place." Cadance gave a small smile.

…

After dinner, everyone had enjoyed a rousing game of Pin the Tail on the Gryphon. After that, the group had made small talk for a while, until Spike and Applebloom got sleepy again. Cadance had tucked them into bed with a short lullaby, just as she had for Twilight at that age.

After closing the door on them, she turned around to face Rainbow, Applejack, and Twilight again. She had a decidedly more serious look on her face.

"Look, guys," Cadance began, "I love having you around and all, but I'm going to have to tell you something: you're probably going to have to leave soon."

"You're throwing us out?" gaped Twilight, not having expected that nearly so soon.

Candace shook her head rapidly. "No no! Nothing like that! You all are welcome to stay as long as we can accommodate you until this is all over. I'm not throwing you out, Celestia and Luna are demanding you."

"Huh?" said Applejack.

Cadance sighed. "The princesses have ordered that anypony who sees you should report in to them personally. They're very worried, you see. In these times we need the Elements of Harmony more than ever, and the fact that Ponyville was burnt caused them great concern. I heard Luna herself even went to look for you. Now that you're here, they'll almost certainly want you in the army, helping win the war."

Twilight looked down a bit. "It's that bad?"

"Worse. Hundreds of towns and villages have been totally destroyed. Tens of thousands of ponies are dead, by the most conservative estimate. The refugee crisis has only gotten worse since you got here. Over one hundred thousand ponies at the very least are seeking refuge in the one place that has yet to experience an attack or uprising. Canterlot wasn't built for this. We don't have the capacity to feed these ponies for long. And Manehatten and Fillydelphia are in Chaos hands."

Twilight gasped. Those two cities were Equestria's main centers of trade. With so many farming villages burnt, Equestria would have to rely on imports just to feed the survivors. With both of them in enemy hands, the situation was critical. It was obvious that the princesses would have to strike back in both areas as soon as possible or face mass starvation.

Cadance saw Twilight's troubled look. "Yes. The Royal Guard just wasn't designed to cope with this. And they're the only standing army. They're putting together a draft as quickly as they can to at least raise some more troops, but that'll take weeks at the minimum. Weeks we don't have." She sighed heavily. "So, the princesses see no choice but to take in every pony with a mildly useful skill and put them in the army. Since you've got such a record, that includes you guys."

Twilight swallowed nervously.

…

Shining Armor, as Cadance predicted, arrived home late in the night. Twilight had never seen her brother looking so ragged. His eyes had deep, black lines. In some areas, they were bloodshot. Her mouth fell open a bit.

Cadance walked up to him and nuzzled him warmly. He did the same thing right back, before noticing Twilight and co.

"Twili! Oh, thank goodness you're safe! I was so worried!" He looked to Rainbow Dash and Applejack. "And your friends too! I'm so glad…" He took another look, and his face saddened. "Twili… where are your other three friends?"

Twilight shook her head. "I don't know. Fluttershy and Rarity vanished, and Pinkie got kidnapped."

He walked up to her and put a hoof on her shoulder. "I'm sorry."

She shook her head. "Don't be. It's not your fault."

"It's my job to protect Equestria. If I had been more vigilant, more alert…"

"Stop it!" interjected Cadance, "Stop that right now! We've been over this a hundred times since this began: it was _not your fault_!"

Shining Armor shook his head. "I know, but… It just feels like I failed. Like I could've somehow stopped this."

"Stop that train of thought. I'll tell you what it is: you've run yourself so ragged trying to fix everything that your mind is starting to get affected! You need rest, and you need it now."

"But I-"

"Rest! **Now!**" said Cadance in a tone that brooked no argument.

Shining Armor gave Twilight a quick grin before heading off to bed.

…

The next morning, everyone was up bright and early. Shining Armor and Cadance seemed to have gotten up first, as they had breakfast ready when they woke everyone else.

"Applejack, Rainbow Dash, Twili, you ready?" asked Shining Armor after they had finished their breakfast.

"Yep."

"Yeah."

"Yes."

"Good. Applebloom, Spike, I need you to stay here."

"NO!" squealed Applebloom. "Applejack's all ah got left! I ain't lettin' her outta my sight!"

"Wherever Twilight goes, I'm going too," declared Spike, folding his arms over his chest.

Shining Armor shook his head. "No guys, I'm afraid you're staying here."

"No way!"

"Not a chance."

Applejack spoke up. "Applebloom. Sugar cube. Ah need you ta stay here. You're not the fightin' type, and we're gonna be facing the same ponies that killed Granny Smith and Big Mac."

"Then ah _gotta_ come with ya! Yer all ah got left! I can't lose you now!"

"She's right, Twilight," said Spike. "You're all I have now too. If I lose you, I don't see what the point of living is."

"Don't you **dare** say that!" yelled Twilight. "Don't you even **think** it! Life is worth living, even if I'm gone! Promise me right now that you won't hurt yourself if I die in this!"

"But-"

"**Promise!**"

"Fine. I promise I'll try and keep going without you. I'm still coming with you."

"No, you're not!"

"Yes, I am!"

"No!"

"Yes!"

"**No!**"

"**Yes!**"

"**NO!**"

"**YES!**"

"… You know what? If you're not going to stay on your own, I'll **make** you stay."

"Wha?"

Spike was suddenly lifted into the air as Twilight's horn glowed. Applebloom found herself in the same situation. Twilight marched out of the kitchen, ignoring their protests. She threw open the guest room door and tossed the two onto the bed. She slammed the door. Exerting herself, she pushed a heavy piece of furniture in front of the door, preventing it from opening again.

Applebloom and Spike pounded on the door.

"Let us outta here!"

"This isn't the end, Twilight! Let us go!"

Twilight walked back into the kitchen, to be greeted by the silent stares of everyone there.

"What?"

…

Eventually, it was reluctantly decided that Twilight's solution was probably the best, for now. Shining Armor and Cadance led the trio towards the royal palace. Ignoring the crowds outside the main gate, they slipped into a side entrance. The guards saluted as they passed.

"At ease, ponies," said Shining Armor as they entered.

Shining Armor and Cadance led them down a twisting path of corridors that seemed almost designed to confuse a pony. At last, they arrived at a plain, simple-looking door.

Twilight looked confused. "This is it? We'll find the princesses in there?"

Shining Armor nodded. "Can't be too careful with all these Chaos ponies about. Young mares, I welcome you to the War Room!"

He opened the door. Inside, Twilight could see the princesses.


	6. Chapter 6

Invader Jrek: You could, you know, get one. They are free.

…

When they saw the princesses, Shining Armor, Cadance, Twilight, Rainbow Dash, and Applejack immediately gave the customary bow. They waited for a response to come. And waited. And waited.

Twilight eventually peeked her eye open to see what was going on. Princess Celestia was looking at them out of the corner of her eye, and appeared to be unsuccessfully trying to suppress a grin. Luna had her back to them.

Grumbling, Twilight got to her feet.

"Uh, Twilight? What're ya doin'?" came Applejack's whisper.

"She sees us," said Twilight in an irritated tone. "She's just waiting to see how long it takes us to figure that out."

Celestia gave Twilight a wink and a mischievous grin, before suddenly turning formal again. "You may rise, my loyal subjects," she announced in a rather exaggeratedly imperial tone of voice.

Twilight rolled her eyes as the others got to their feet.

Celestia walked over to the group. Luna remained with her back to the ponies, deeply engaged in conversation with another pair of ponies. The repeatedly gestured at what looked like a large scale model of Equestria on an equally large table.

"It is good to see you all alive. When we heard the news about Ponyville…" she shook her head, "We feared the worst. But now that you're here, we can use the Elements of…" her voice trailed off as Shining Armor and Cadace filed into the room, and she noticed that there was nopony behind them. She suddenly looked much more serious. She looked Twilight in the eye. "Twilight, where are the rest of your friends?"

Twilight shook her head, feeling a bit ashamed of herself, though rationally she knew there was nothing she could have done. "I'm sorry, princess. I don't know. Fluttershy and Rarity disappeared. And Pinkie Pie… Pinkie Pie…" Twilight resisted the urge to break down in tears over having failed to stop that pony. Who knew what horrors Pinkie could be experiencing right now, if she was even still alive?

Celestia pressed in, now looking more serious than any time Twilight had seen her since her brief fight with Chrysalis. Her eyes bored into Twilight's own, and Twilight shrank back. "Twilight Sparkle, tell me: what happened to Pinkamina Dianne Pie?"

"She… she… she was kidnapped!"

"By whom?"

"I don't know! Really! He had his fur died blue, but it was really creepy! I thought I saw stuff and heard things when I looked at it!"

"And was this pony an earth pony? Pegasus? Unicorn? Or something else?"

"He was… he was…" Twilight pondered for a moment, recalling the experience she'd had with Pinkie's kidnapper. One detail that she hadn't given much thought to at the time suddenly stood out: _he had no horn!_ "He was an earth pony, princess."

"And his cutie mark?"

"I didn't see it."

"How did he get away from you?"

"He… he used magic! I don't know how that's possible, but I swear he did! He had Pinkie wrapped up in some magic bonds, and they vanished in a crack of blue energy! I know that sounds ridiculous, but please believe me!"

Celestia sighed. "A few days ago, I might have said that was absurd. That he had to have had a horn, or at least a unicorn accomplice to do that. Now? Now I'm not so sure." She sighed again. "Tell me: did you see anything else of note? Did he say anything about his plans for Pinkie? Anything at all?"

Twilight reluctantly nodded. "He said… he said he was going to…" she gulped, "_Sacrifice_ Pinkie! To someone he called "Lord Tzeentch"!"

"**Damnit!**" Celestia stomped her hoof down in rage, shattering the stone underneath her. Twilight and the others backed away, unsure of what to do. Celestia seemed more enraged that Twilight had ever seen her. She looked like she wanted to kill something. Twilight swallowed and prayed silently to whoever might listen that Celestia didn't decide it had been her fault.

"Sister! Celestia!" came Luna's voice. "Calm yourself! You do no good like this! Calm down and tell me: what is the matter." As she spoke, Luna walked away from her conversation at the table to Celestia's side, where she placed a gentle hoof on her shoulder. Celestia closed her eyes and breathed deeply for nearly a minute. Eventually, she opened them again, looking considerably less murderous.

"That's better," said Luna smoothly, patting her sister on the back. "Now, what is it that has you so enraged?"

"The Elements of Harmony! We were so close!" Celestia slammed her hoof down again, cracking another stone. "We need those! And now Twilight tells me that not only are two of the bearers missing, but one has actually been kidnapped by Chaos! Kidnapped! And as if that wasn't bad enough, they plan to sacrifice the one they took to one of their foul gods!" Celestia slammed her eyes shut and breathed deeply again, clearly struggling to contain her urge to lash out at something over this. "So, we not only are missing half the bearers, but at least one may already be dead! And who knows what kind of power such a sacrifice might give the forces of Chaos!" She shook her head. "I am _not _in a good mood right now."

Luna sighed. "That is bad news. But then, what isn't today? Hundreds of towns and villages are destroyed. Fillydelphia and Manehatten are in enemy hands. We have hundreds of thousands of starving, angry refugees and little with which to feed and house them. We could have a massive riot on our hooves at the slightest incident. We have no idea of enemy numbers or leadership, and little idea of their positions. Not to mention we have no idea if Chaos has taken root in Canterlot itself, or in our refugees. The truth is, the situation is very bad. This does not make it much worse than it already was, when you look at the big picture."

"Not much worse? **Not much worse? NOT MUCH WORSE?**" Celestia was screaming her lungs out. "Do you have **any** idea about how much worse this makes it? This is a catastrophe! A defeat of the first order! Not only are our most powerful weapons denied to us, but even now the enemy may have already usurped some of their power! Who knows what they can do with the bearer of an element, even if they do not have it at the time! Not us!"

Luna frowned, and her voice turned firm. "Celestia! You are overreacting! We do not know what has become of Pinkie Pie, but we do know that they do not have the elements! They cannot use their power against us! And be honest with yourself: how is this much different from when we were forced to presume them dead or captured?"

"Because now we **know** at least one is captured!"

"And we also know three were not." Countered Luna. "The situation is grim, yes, but overall this is a positive development for us. You need to calm yourself and see that. We have just found out that three of the six bearers are not dead, and remain loyal. We know that, therefore, Chaos cannot use the Elements of Harmony against us. Please, calm yourself. Your rage does nothing for our cause."

Celestia shut her eyes and breathed heavily again. When she opened her eyes, her rage was gone, replaced by a look of sadness and weariness. She breathed out. "You're right, sister. Of course you're right." She turned to Twilight and co. "I apologize for my outburst. It seems the stresses of the last few days have been getting to me. Will you forgive me?"

"Of course!"

"Naturally!"

"You betcha!"

"How could we not?"

"Yes!"

Princess Celestia nodded, looking relieved. "Now the, my little ponies, we have a war to plan. Come."

…

They stood around the table with a beautiful scale replica of the whole of Equestria and her immediate neighbors. To the north lay the arid, uninhabited Desert of Bone. To the south lay, the Sea of Hooves. Gryphania, Equestria's only neighbor with whom she shared a land border, had a narrow connection through the Desert of Bone in the far northeast. Canterlot and its mountain range sat roughly in the middle of the country, dividing it into east and west. Canterlot was painted a reassuring shade of blue. To the west lay the greater landmass, it's population scattered far and wide into hundreds of small villages. Twilight saw many of them had been painted black, presumably representing confirmed destruction. She found Ponyville slightly to the southwest of Canterlot, painted black. She choked back tears as she remembered the slaughter at her former hometown. At the far western shore lay the great city of Manehatten. It, and several villages surrounding it, were painted in red.

Twilight looked to the eastern side of the country. Smaller and more densely populated than the western side, it featured fewer villages and more large metropolises. The closest to Canterlot was Stalliongrad, thankfully still painted blue, as were most of the villages between it and Canterlot. Further out lay Neighjing, painted blue, Los Caballos, painted black, and Fillydelphia, painted red. In between Neighjing and Los Caballos, there were numerous villages painted black or blue. In between Los Caballos and Fillydelphia, they were black or red. The enemy strategy became apparent: seize the extreme ends of the country to block mass food imports, raze what food-producing villages they couldn't hold, and then effectively lay siege to the entire middle of the country, starving out Canterlot and its surroundings until they were either forced to surrender or attacked and destroyed. Suddenly the way that the crazed ponies had burnt Ponyville after chasing off most of the inhabitants made sense: they didn't mean to hold it, just prevent it from supplying Canterlot with food and at the same time dump hundreds more starving, homeless, angry ponies on the princesses' doorstep. When the princesses were unable to help all of them, they'd get resentful and angry. Maybe they'd even blame the princesses. Then, they'd be ripe for conversion to Chaos or simply for food riots. This would further stretch the already overstretched Royal Guard.

"_Ruthless,_" thought Twilight, "_Ruthless, but effective. Somepony's been planning this for a while._"

Twilight's attention was drawn away from her musing by Luna's voice.

"I have been speaking to our strategists, including the honorable Shining Armor, Dawn Spear, and Star Shield. We all agree that our current position is untenable. Simply put, we have hundreds of thousands more ponies than we can possible feed with what farms remain to us, and we cannot import food on a sufficiently massive scale with both Manehatten and Fillydelphia in the hands of Chaos. If we do not act soon, we will see mass starvation, riots, and mass chaos in Canterlot. If that happens, we will almost certainly be attacked. And we will fall. With Canterlot in enemy hands, they will control passage through the middle of the country. We will stand little chance of winning at that point. Therefore, we are unanimously agreed that one or both of these ports must be retaken as rapidly as possible, and much of the refugee population must be moved there."

"Uh, Princess Luna?"

"Yes, Twilight Sparkle?"

"How will we fit that many ponies into those cities? They're pretty packed already."

Luna shook her head sadly. "Not anymore."

"Oh." Twilight looked down sadly. She imagined how many ponies must have died. Tens of thousands. Maybe hundreds. Maybe even millions. "_What kind of pony could _do_ such a thing?_" she wondered.

Celestia spoke up. "What we disagreed on was how to do it. The Royal Guard, excellent as it is, simply lacks the numbers to launch the kind of massive attacks that will be required while at the same time moving considerable numbers of refugees and keeping order in Canterlot."

"We had hoped to offset this with the Elements of Harmony," continued Luna, "But that hope has fallen through. We considered attempting to take only one port, but this is too risky a strategy. The enemy, whoever commands them, will not sit idle. If we attack only one port, they will take advantage of our distraction to launch an assault either on Canterlot itself, should we attack Fillydelphia, or Neighjing and Stalliongrad, should we attack Manehatten. To prevent further devastation, massive loss of pony life, and the worsening of the refugee crisis, we must make a credible strike on both ports at once, to keep the enemy on the defensive."

"Since our plan to use the Elements of Harmony to assault one port didn't pan out, Luna and I have decided there is only one way to go about this. The Royal Guard, under Dawn Spear, will launch a mass attack on Manehatten. Shining Armor will remain here to keep order."

"But-" Shining Armor began.

Celestia cut him off. "We know you would like to join in this attack, but that isn't an option. We can only spare a few of the Royal Guard to stay in Canterlot. If order is to be kept in our absence, we need our best and most competent commander here to defend it. And that's you."

Shining Armor, to Twilight's surprise, actually blushed a bit. "Best commander? You flatter me. I'm not that good."

"But you are," replied Luna. "You have served for many years now, and the Guard love you. The average pony on the street loves you. You've made the streets safer than they've been in many years, and you've done an admirable job at your duties. That is why we need you here."

Shining Armor seemed to think about it. "Oh, alright. I'll do it."

Celestia and Luna nodded.

"Excellent," said Celestia. "This will be so much smoother than if we'd had to order you into it."

"Hey, princesses?" injected Rainbow Dash, who until now had been rather unusually quiet. "You said something about your absence, right? So where are you going?"

Luna nodded. "An excellent question, Rainbow Dash. We were just getting around to explaining that. While the bulk of the Royal Guard departs for Manehatten, and a small portion stays in Canterlot, Celestia and I plan to take a small group with us. We are going to go and retake Fillydelphia personally."

"We'll show them what happens to those who harm our subjects," said Celestia, with an air of menace that chilled Twilight's spine.

Luna nodded in agreement, with a malevolent look on her face that rather uncannily resembled Nightmare Moon. "We failed to protect them once. We will not repeat our mistake."

"So, uh, why're ya'll telling us this? What do ya what us ta do?" said Applejack.

"Ah yes," said Luna, "That. Dear Applejack, Rainbow Dash, Twilight Sparkle. Even without the Elements of Harmony, it is indisputable that you are heroes, and powerful fighters to boot. We request that you join the attack on Manehatten."

…

AN: How was it?


End file.
